Company

Corporate Governance

Basic Approach

Central Glass strives to improve corporate value and to enhance profitability furthermore, by continuously ensuring transparency and fairness of the management as well as establishing an efficient and rational organization, which is capable of quickly adjusting itself to the changes of business environments.

Our company complies with all the principles of the Corporate Governance Code.

Efforts to Enhance Corporate Governance

From 2000	From 2010	From 2020
June 2004 Introduction of the executive officer system	June 2013 Increase in the number of Outside Directors (one person → two persons)	November 2021 Establishment of the Sustainability Committee
June 2005 Increase in the number of Corporate Auditors (four persons → five persons)	December 2015 Initiation of evaluation on the effectiveness of the Board of Directors	December 2021 Disclosure of skill matrix
June 2006 Abolition of retirement benefits for Executives Change in the terms of Directors (two years → one year)	June 2018 Appointment of a female Outside Director Increase in the number of Outside Directors (two persons → three persons)	July 2023 Appointment of Chairperson of Nomination/Remuneration Committee from Outside Directors
June 2009 Appointment of Outside Directors	March 2019 Abolition of anti-takeover measures Establishment of the Nomination/Remuneration Committee

Corporate Governance System

Structure Diagram

Basic System

With the Board of Directors and the Board of Corporate Auditors as the foundation of corporate governance, we have introduced an executive officer system to streamline the Board of Directors by separating the decision-making and business execution oversight functions related to important management matters, as well as business execution functions, and to improve management efficiency and speed.
In addition, in order to enhance the auditing and supervisory functions, outside directors and outside corporate auditors, who are independent without a risk of conflict of interest with general shareholders, play a role in ensuring the fairness of decisions made by the Board of Directors and eliminating arbitrary judgments.

Overview of the System (as of June 27, 2024)

*(Number of women)

Item	Headcount, etc.
Organizational Structure	Company with Board of Corporate Auditors
Number of Directors	8 (1)
Number of Outside Directors	3 (1)
Term of directors	1 year
Executive Officer System	Yes
Number of Corporate Auditors	5 (1)
Number of Outside Corporate Auditors	3 (1)

Total Number of Officers	13
Number of women (%)	2(15.4%)

Board of Directors

Central Glass's Articles of Incorporation stipulate that there shall be no more than 10 Directors, and the Board of Directors consists of 8 Directors (including 3 Outside Directors). As a rule, the Board of Directors meets once a month, or when necessary, to deliberate and resolve legal and important managerial issues in line with the Company regulations covering the Board of Directors, and supervises the execution of business by Executive Officers including the Representative Director, President & CEO.

Management Committee

The Management Committee is composed of Directors, Officers and Auditors as defined in the Management Committee Regulations. The Management Committee meets once a week, as a rule, in line with the regulations governing its activities to deliberate and resolve important issues affecting the execution of business and to deliberate proposals to be put forward to the Board of Directors.

Board of Corporate Auditors

The Board of Corporate Auditors consists of 5 persons (including 3 Outside Auditors). As a rule, the Board of Corporate Auditors meets once a month, or whenever necessary, to deliberate and resolve important auditing issues. Corporate Auditors also share information and frequently exchange opinion each other. In addition, in order to deepen mutual understanding between the Representative Director, President & CEO and Corporate Auditors, they regularly exchange opinions on important auditing issues.
In accordance with the auditing standards established by the Board of Corporate Auditors, Corporate Auditors attend Board of Corporate Auditors meetings and other important meetings to audit the execution of duties by Directors, Officers and Auditors, and to audit the status of business execution at each business unit and subsidiary of Central Glass.

Nomination and Remuneration Committee

Central Glass has established the Nomination and Remuneration Committee as a voluntary advisory body to the Board of Directors. It has been established to further enhance our Corporate Governance system by strengthening the independence, objectivity and accountability of the Board of Directors' functions with respect to the nomination and remuneration of Directors and Corporate Auditors. This Committee, in consultation with the Board of Corporate Auditors, deliberates and reports to the Board of Directors on the selection and dismissal of Executive Officers, the selection of candidates for Directors and Corporate Auditors, the dismissal of Directors and Corporate Auditors, compensation, important issues to be addressed leading to the training and selection of the Chief Executive Officer's successor, the composition of the Directors, Officers and Auditors, and the qualifications and conditions required of Directors, Officers and Auditors.
The Board of Directors receives the Committee's report, deliberates and resolves on its recommendations. In particular, it deliberates and resolves on the appointment of Directors, Officers and Auditors, and the selection of candidates for Directors and Board of Corporate Auditors, based on the Committee's report, which takes into consideration gender and other diversity and the suitability of their skills.
The Committee consists of at least three members, a majority of whom are independent outside directors and at least one of whom is a Representative Director, President & CEO. The chairperson is appointed from among the members who are outside directors by a resolution of the Committee.

Diversity of Executives (Skill Matrix)

It is our belief that the Board of Directors should consist of persons who are acquainted with various issues in business management, and excellent in personality, knowledge and executive ability, being able to fulfill duties of managers in a balanced fashion. The combinations of skills, etc. possessed by Directors and Corporate Auditors are as follows.

Position Classification	Name	Knowledge/Experience/Capabilities
Position Classification	Name	Management	Finance/Accounting	Law/Compliance	International	Sustainability	Sales/Marketing	Technology/R&D
Director	Tadashi Shimizu	●	●	●	●
	Kazuhiko Maeda	●		●	●	●	●	●
	Akihiro Ishii	●				●		●
	Yoshinori Akamatsu	●			●		●	●
	Tetsuo Kanai	●	●	●	●	●	●
Outside Director	Tetsuo Nishide	●			●	●		●
	Masaya Kawata	●	●		●
	Shiori Ishihara			●	●
Corporate Auditor	Takao Tomioka					●		●
Corporate Auditor	Masanori Murata		●	●
Outside Corporate Auditor	Toshihide Nishimura	●	●
	Toshifumi Mikayama	●			●			●
	Masako Goto		●

Cross-Shareholdings

Policy on the Reduction of Cross-Shareholdings

Our Company conducts an examination into the appropriateness of the purpose of cross-shareholdings listed shares as well as whether benefits and risks resulting from holding them worth the capital cost according to individual issues. We also consider selling of shares that do not contribute to the medium- to long-term improvident of our Company’s enterprise value, promoting the reduction of cross-shareholdings. However, comprehensively considering non-financial aspects such as management strategies and measures against risks from the perspective of the maintenance and strengthening of partnerships, transactional relationships and business relationship, we plan to hold listed shares that will contribute to the medium- to long-term improvement of our Company’s enterprise value.
Based on the above policy, the Board of Directors conducts an examination on cross-shareholdings listed shares, and will continue to conduct a review regularly.